AMENDMENT TO ASSET PURCHASE AGREEMENT
THIS AMENDMENT TO ASSET PURCHASE AGREEMENT (the "Amendment") is
made and
entered into on September 18, 2003 by and between NONLINEAR
MEDICINE, INC., a
Delaware corporation ("Purchaser"), and ENHANCED CARDIOLOGY, INC.,
a Texas
corporation ("Seller").
RECITALS:
WHEREAS, the parties hereto entered into an Asset Purchase
Agreement (the
"Agreement") dated May 29, 2003, a copy of which is attached hereto
as Exhibit
"A"; and
WHEREAS, the parties hereto now wish to amend certain terms and
conditions
of the Agreement and to document such amendments in this Amendment;
and
WHEREAS, all capitalized terms used but not defined in this
Amendment shall
have the meanings given to them in the Agreement.
NOW, THEREFORE, in consideration of the various mutual agreements,
representations, warranties, acknowledgments and covenants
contained herein, and
for other good and valuable consideration, the receipt and adequacy
of which are
hereby conclusively acknowledged, each of the parties hereto,
intending to be
legally bound, hereby represents, warrants, covenants, acknowledges
and agrees
as follows:
AGREEMENT:
1. Section 2.1 of the Agreement is hereby deleted in its entirety,
and
the following Section 2.1 is hereby inserted in its place:
"Purchase Price." The
total purchase price (the "Purchase Price") for the Assets is One
Hundred
Seventy Five Thousand Dollars ($175,000.00). Seller acknowledges
and agrees that
(a) Purchaser has already paid $50,000.00 of the total Purchase
Price to the
Seller, and (b) the remaining amount of the Purchase Price to be
paid to Seller
is $125,000.00. This remaining amount of the Purchase Price shall
be paid by
Purchaser to Seller at the Closing (as defined herein).
2. The following language is hereby added to the end of Section 3.7
of
the Agreement: "The Seller does not own or have any other rights of
any kind in
any intellectual property or other assets that are in any way
related to or
required or used in, by or in connection with any of the Assets
that is not
being sold to the Purchaser hereunder. The inventorship for the two
patents as
listed on Exhibit "A" hereto and the assignments of those two
patents as listed
on Exhibit "A" hereto is correct and complete." All other
provisions of Section
3.7 shall remain in full force and effect.
3. All of the other terms and conditions of the Agreement shall
remain
in full force and effect and shall not be changed or amended by
this Amendment.
4. This Amendment shall be governed by and construed and enforced
in
accordance with the laws of the State of Florida wit
